SUPER GROUP LIMITED - Dealing in securities by executive directors, the group company secretary and directors of major subsidiaries

Dealing in securities by executive directors, the group company secretary and directors of major subsidiaries

Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
Share code: SPG
ISIN: ZAE000161832
LEI: 378900A8FDADE26AD654
Debt Company Code: BISGL
(“Super Group”)

DEALING IN SECURITIES BY EXECUTIVE DIRECTORS, THE GROUP COMPANY SECRETARY
AND DIRECTORS OF MAJOR SUBSIDIARIES

  In compliance with paragraphs 3.63 to 3.66 and 6.42 to 6.44 of the JSE
  Limited Listings and Debt Listings Requirements (collectively, the
  “Listings Requirements”), shareholders and noteholders are advised that
  the executive directors have, in terms of the Share Appreciation Right
  Scheme 2005 (the “Scheme”), been granted share appreciation rights
  (“SARS”) to receive shares which grants have been accepted.

  Shareholder approval of the Scheme was obtained at the 2005 Annual
  General Meeting. All SARS have conditions attached and are subject to
  the rules of the Scheme. The Remuneration Committee approved the grants
  and the required clearance in terms of the Listings Requirements was
  obtained.

  The Scheme supports the principle of aligning management and shareholder
  interests. Performance conditions governing the vesting of these SARS
  are intended to be stretching but achievable. The performance conditions
  are related to headline earnings per share increasing by 2% per annum
  above the Consumer Price Inflation Index over the three year performance
  period ending June 2024. The grants are conditional upon the participant
  remaining employed during the performance period.

  The SARS granted to and accepted by the following Directors vest upon
  confirmation that the performance conditions have been fulfilled.

   Name of                 Number of         Nature of           Total Deemed
   director                     SARS          interest               Value
   P Mountford               400 000     Direct, beneficial     R12 480 000.00
   (1)
   C Brown (1)               200   000   Direct,   beneficial   R6   240   000.00
   J Mackay (2)              100   000   Direct,   beneficial   R3   120   000.00
   P Smith(3)                200   000   Direct,   beneficial   R6   240   000.00
   B Makubalo(3)             200   000   Direct,   beneficial   R6   240   000.00
   J Matlakala(4)             40   000   Direct,   beneficial   R1   248   000.00
   K Pandaram(4)              40   000   Direct,   beneficial   R1   248   000.00
   G Watson (5)              200   000   Direct,   beneficial   R6   240   000.00
   Total                   1 380   000

   Date of acceptance      31 August 2021
   Nature of transaction   Off market grant and acceptance of SARS
   Class of securities     Ordinary shares
   Strike Price            R31.2000
   Vesting date            Following approval by the Remuneration
                          Committee based on the audited results for the
                          financial year ending 30 June 2024

(1)P Mountford and C Brown are Executive Directors of Super Group Limited
(2)J Mackay is the Group Company Secretary of Super Group Limited
(3)P Smith and B Makubalo are Directors of Super Group Trading Proprietary
Limited
(4)J Matlakala and K Pandaram are directors of Super Group Holdings
Proprietary Limited
(5)G Watson is a Director of Alan Ford UK Limited



Sandton
02 September 2021

Equity Sponsor: Investec Bank Limited

Debt Sponsor: Rand Merchant Bank (a division of FirstRand Bank Limited)

Date: 02-09-2021 05:36:00
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